What law governs disputes over the Marks in the Boulder Designs Franchise Agreement?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in the | Summary | |
|---|---|---|---|
| Franchise Agreement | |||
| a. Length of the franchise | Section 4.1 | 10 years. | |
| term | |||
| b. Renewal or extension of | Section 4.2 | Additional 10-year term if certain conditions | |
| the term | are met. | ||
| Provision | Section in the Franchise Agreement | Summary or modify their business relationship with Us, our Affiliate(s) or any other franchisee. | |
| s. Modification of the | Sections 9.2 and | The Franchise Agreement can be modified | |
| agreement | 22.6 | only by written agreement between you and us. | |
| t. Integration/merger clause | Section 22.6 | Only the terms of the Franchise Agreement and all exhibits to the Franchise Agreement are binding (subject to state law). Any representations or promises made outside of the disclosure document and the Franchise Agreement may not be enforceable. | |
| u. Dispute resolution by arbitration or mediation | Section 23.7 | Except for actions or claims for injunctive relief or specific performance or relating to the Marks, Trade Secrets or Confidential Information, all disputes must be mediated in McLennan County, Texas. (Subject to state law) | |
| v. Choice of forum | Section 23.2 | Litigation must be initiated and maintained in the judicial district in which our principal place of business is located at the time the lawsuit was initiated, currently Waco, Texas. We have the right to seek injunctive relief from any court of competent jurisdiction. (Subject to state law) | |
| w. Choice of law | Section 23.1 | Texas law applies (subject to state law), except that disputes over the Marks will be governed by the United States Trademark Act of 1946. |
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 44–50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, disputes regarding the brand's Marks will be governed by the United States Trademark Act of 1946. This is a specific exception to the general rule that Texas law applies to the Franchise Agreement.
For a prospective Boulder Designs franchisee, this means that any legal disagreements concerning the trademarks, service marks, or other branding elements of the Boulder Designs franchise will be subject to federal trademark law rather than Texas state law. This is significant because federal law provides a consistent national standard for trademark protection.
It is important for franchisees to understand the implications of the United States Trademark Act of 1946, as it dictates the scope of protection for the Boulder Designs Marks and the potential liabilities for trademark infringement. Franchisees should ensure they fully comply with all trademark usage guidelines provided by Boulder Designs to avoid any disputes.
This clause is fairly standard in franchise agreements, as trademarks are critical assets for franchise systems, and franchisors typically seek the comprehensive protection offered by federal law. Prospective franchisees should consult with an attorney to fully understand their rights and obligations under trademark law and the Franchise Agreement.